Form counts but structure can be ephemeral

Article Abstract:

Recent IRS rulings have approved of formal adherence to the continuity of interest and control requirements under IRC section 368 despite the fact that the formal requirements were met only briefly. The IRS has acknowledged that post-merger control was retained in a B reorganization even though stock in the subsidiary was spun-off right after the transaction. The IRS found that the continuity of interest requirements were met in a triangular B reorganization and a C reorganization that included acquisition of grandparent stock.

Acquisitions and mergers

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Elective retroactive use of the Section 367 regulations

Article Abstract:

IRS Letter Ruling 9218062 on proposed regulations for IRC Section 367(a) provided corporations with a means of avoiding taxation on assets transferred to subsidiaries. The IRS plans to put the regulation in effect but this is not likely to happen soon. Nevertheless, the Letter Ruling shows that Section 367 can be cited to justify tax-free status for transfers that occur after Dec 16, 1987, when the IRS predicted that the regulations would eventually be put in force.

Analysis, Corporate taxes, Corporations, Transfer (Law)

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Technical Advice Memorandum 9743001 and the step transaction doctrine: integrate, separate, separate

Article Abstract:

A 1997 TAM illustrates the complexities of the step transaction doctrine in corporate taxation, although its conclusion may be incorrect. The TAM focuses on the elements required to properly allow a net operating loss carryback to a tax year prior to acquisition. The separate and integrated elements involved in determining the effects of this particular reorganization are discussed.

United States

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